UNIVERSAL OUTDOOR HOLDINGS INC
S-8, 1997-06-30
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<PAGE>

                 As filed with the Securities and Exchange Commission
                                  on June 30, 1997
                                                     Registration No. 333-      

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                ______________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                ______________________

                           UNIVERSAL OUTDOOR HOLDINGS, INC.
                (Exact name of registrant as specified in its charter)
            Delaware                                    36-3766705
    (State or other jurisdiction of         I.R.S. Employer Identification No.)
    incorporation or organization)
                                 311 S. Wacker Drive
                                      Suite 6400
                               Chicago, Illinois 60606
                                    (312) 431-0822
                                           
       (Address, including ZIP code, and telephone number, including area code,
                     of registrant's principal executive offices)

                           UNIVERSAL OUTDOOR HOLDINGS, INC.
                              1997 EQUITY INCENTIVE PLAN
                                 (Full title of plan)

         Paul G. Simon, Esq.                          Copy to:
          General Counsel                   Leland E. Hutchinson, Esq.
    Universal Outdoor Holdings, Inc.               Winston & Strawn
       311 S. Wacker Drive                      35 West Wacker Drive
            Suite 6400                        Chicago, Illinois 60601
      Chicago, Illinois 60606                      (312) 558-7336
          (312) 431-0822
(Name, address, including ZIP code, and
 telephone number, including area code,
         of agent for service)

                           CALCULATION OF REGISTRATION FEE
 

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                 Proposed                Proposed   
Title of securities to be    Amount to be    maximum offering      maximum aggregate 
      registered              registered    price per share (1)    offering price (1)    Amount of registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                    <C>                   <C>
Common Stock,
par value
$.01 per share               500,000 shrs.        $33.50              $16,750,000                 $5,075.76
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
    amended, based upon the average of the bid and ask price of the common
    stock, par value $.01 per share, of Universal Outdoor Holdings, Inc. on the
    Nasdaq National Market System on June 27, 1997.

<PAGE>

                                       PART I
                                INFORMATION REQUIRED
                             IN SECTION 10(a) PROSPECTUS

              The document containing the information specified in Part I of 
Form S-8 will be sent or given to participating employees as specified by 
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities 
Act"). These documents and the documents incorporated by reference into this 
Registration Statement pursuant to Item 3 of Part II of this Registration 
Statement, taken together, constitute a prospectus that meets the 
requirements of Section 10(a) of the Securities Act.


                                       PART II
                             INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Universal Outdoor Holdings, Inc. (the
"Company") are incorporated herein by reference:

              (a)  The Company's Annual Report on Form 10-K as filed with the 
Commission on March 28, 1997 under the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), containing audited financial statements for the 
Company's latest fiscal year.

              (b)  All other reports filed pursuant to Section 13(a) or 15(d) 
of the Exchange Act, since the end of the fiscal year covered by the Annual 
Report on Form 10-K referenced above including, without limitation, the 
Quarterly Report on Form 10-Q filed with the Commission on May 12, 1997.

              (c)  The description of the Company's common stock, par value
$.01 per share (the "Common Stock"), which is contained in the registration
statement on Form 8-A filed with the Commission on June 6, 1996 under the
Exchange Act, including any subsequent amendment or any report filed for the
purpose of updating such description.

              All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

              Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

              Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

              None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

              The Company is incorporated under the laws of the State of
Delaware.  Section 145 of the Delaware Law ("Section 145") provides that a
Delaware corporation may indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer, director, employee or agent of another corporation
or enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding, if he
acted in good faith and in a manner he reasonably believed


                                         II-1


<PAGE>

to be in or not appeared to the best interests of the corporation, and, with
respect to any criminal action, had no reasonable cause to believe that his
conduct was illegal.  A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened, pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of another corporation or
enterprise.  The indemnity may include defense or settlement of such action or
suit, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests except that
no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation.  Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director has actually and reasonably incurred.

              The Company's Bylaws provide for the indemnification of directors
and officers of the Company to the fullest extent permitted by Section 145.

              As permitted by Section 102(b)(7) of the Delaware Law, the
Certificate of Incorporation provides that directors of the Company shall have
no personal liability to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except (i) for any breach of a
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violations of law, (iii) pursuant to Section 174 of the Delaware Law, or (iv)
for any transaction from which a director derived an improper personal benefit.

              The Company maintains directors' and officers' liability
insurance which insures the directors and officers of the Company against
certain liabilities.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.


ITEM 8.  EXHIBITS

Exhibit
Number             Description of Exhibit
- ------             ----------------------

4.01               Third Amended and Restated Certificate of Incorporation of
                   the Company (filed as Exhibit 3.1 to the Company's Annual
                   Report on Form 10-K filed with the Commission on March 28,
                   1997, as amended (the "Annual Report"), and hereby
                   incorporated by reference)

4.02               Second Amended and Restated By-laws of the Company (filed as
                   Exhibit 3.2 to the Annual Report and hereby incorporated by
                   reference)

*4.03              Form of 1997 Equity Incentive Plan

4.04               Specimen Common Stock Certificate of the Company (filed as
                   Exhibit 4.1 to the Annual Report and hereby incorporated by
                   reference)

*5.01              Opinion of Winston & Strawn as to the legality of the
                   securities being registered

*23.01             Consent of Winston & Strawn (included in its opinion filed
                   as Exhibit 5.01)

*23.02             Consent of Price Waterhouse LLP


                                         II-2


<PAGE>

24.01              Powers of Attorney (included on signature page)
_____________________
*   Filed herewith.

ITEM 9.  UNDERTAKINGS

              (a)  The undersigned Company hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                     (i)     To include any prospectus required by Section
    10(a)(3) of the Securities Act;

                    (ii)     To reflect in the prospectus any facts or events
    arising after the effective date of this Registration Statement (or the
    most recent post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth in
    this Registration Statement; and

                   (iii)     To include any material information with respect
    to the plan of distribution not previously disclosed in this Registration
    Statement or any material change to such information in the Registration
    Statement;

              PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

              (2)  That, for purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (b)  The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                         II-3

<PAGE>

                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Chicago, State of Illinois, on May 19, 1997.

                             UNIVERSAL OUTDOOR HOLDINGS, INC.


                             By:        /s/ Daniel L. Simon
                                 --------------------------------------

                                       Daniel L. Simon
                                  President and Chief Executive Officer

                                  POWER OF ATTORNEY

              The undersigned directors and executive officers of Universal
Outdoor Holdings, Inc. do hereby constitute and appoint Brian T. Clingen and
Paul G. Simon, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact and agents to do any and all acts and things in our
name and behalf in our capacities as directors and officers, and to execute any
and all instruments for us and in our names in the capacities indicated below
which such person may deem necessary or advisable to enable Universal Outdoor
Holdings, Inc. to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission, in connection with this Registration Statement,
including specifically, but not limited to, power and authority to sign for us,
or any of us, in the capacities indicated below, any and all amendments
(including pre-effective and post-effective amendments) hereto; and we do hereby
ratify and confirm all that such person or persons shall do or cause to be done
by virtue hereof.

              Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 19, 1997.


    Signature                                    Title
    ---------                                    -----

     /s/ Daniel L.Simon      Director, President and Chief Executive Officer
- ----------------------------
    Daniel L. Simon          (Principal Executive Officer)


     /s/ Brian T. Clingen    Director, Vice President, Chief Financial Officer 
- ----------------------------
    Brian T. Clingen         (Principal Financial and Accounting Officer)


     /s/ Michael J. Roche    Director
- ----------------------------
    Michael J. Roche


     /s/ Michael B. Goldberg      Director
- ----------------------------
    Michael B. Goldberg


     /s/ Frank K. Bynum      Director
- ----------------------------
    Frank K. Bynum


                                         II-4


<PAGE>

               INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

 

<TABLE>
<CAPTION>
Exhibit            
Number        Description of Exhibit                                                Page
- ------        ----------------------                                                ----
<S>           <C>                                                                   <C>

4.01          Third Amended and Restated Certificate of Incorporation of the
              Company (filed as Exhibit 3.1 to the Company's Annual Report on
              Form 10-K filed with the Commission on March 28, 1997, as amended
              (the "Annual Report"), and hereby incorporated by reference)     
              
4.02          Second Amended and Restated By-laws of the Company (filed as
              Exhibit 3.2 to the Annual Report is hereby incorporated by
              reference)
              
*4.03         Form of 1997 Equity Incentive Plan 

4.04          Specimen Common Stock Certificate of the Company (filed as
              Exhibit 4.1 to the Annual Report and hereby incorporated by
              reference)

*5.01         Opinion of Winston & Strawn as to the legality of the securities
              being registered
              
*23.01        Consent of Winston & Strawn (included in its opinion filed as
              Exhibit 5.01)
              
*23.02        Consent of Price Waterhouse LLP
              
24.01         Powers of Attorney (included on signature page)
______________________
*   Filed herewith.

</TABLE>


                                         II-5


<PAGE>

                                                                    Exhibit 4.03

                        UNIVERSAL OUTDOOR HOLDINGS, INC.

                           1997 EQUITY INCENTIVE PLAN


     1.   PURPOSE.  The Universal Outdoor Holdings, Inc. 1997 Stock Incentive
Plan (the "Plan") is intended to promote the long-term success of Universal
Outdoor Holdings, Inc. (the "Company") and its stockholders by strengthening the
Company's ability to attract and retain highly competent managers and other
selected employees and to provide a means to encourage stock ownership and
proprietary interest in the Company.   The Plan is intended to provide
participants with stock-based incentive compensation which is not subject to the
deduction limitation rules prescribed under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), and should be construed to the
extent possible as providing for remuneration which is "performance-based
compensation" within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder.

     2.   TERM.  The Plan shall become effective upon its ratification and
approval by the affirmative vote of the holders of a majority of the securities
of the Company present or represented, and entitled to vote at a meeting of
stockholders of the Company, and shall terminate at the close of business on the
tenth anniversary of such approval date unless terminated earlier under Section
14.  After termination of the Plan, no future awards may be granted, but
previously granted awards shall remain outstanding in accordance with their
applicable terms and conditions and the terms and conditions of the Plan.

     3.   PLAN ADMINISTRATION.  A committee (the "Option Committee") appointed
by the Board of Directors of the Company (the "Board") shall be responsible for
administering the Plan.  The Option Committee shall be comprised of two or more
non-employee members of the Board who shall qualify as outside Directors to
administer the Plan as contemplated by (1) Rule 16b-3 under the Securities and
Exchange Act of 1934 (the "Exchange Act") or any successor rules; and (2)
Section 162(m) of the Code.  Except as otherwise provided in the Plan, the
Option Committee shall have full and exclusive power to interpret the Plan and
to adopt such rules, regulations and guidelines for carrying out the Plan as it
may deem necessary or proper, and such power shall be executed in the best
interests of the Company and in keeping with the objectives of the Plan.  The
interpretation and construction of any provision of the Plan or any option or
right granted hereunder and all determinations by the Option Committee in each
case shall be final, binding and conclusive with respect to all interested
parties.

     4.   ELIGIBILITY.  Any employee of the Company shall be eligible to receive
one or more awards under the Plan.  "Company" includes any entity that is
directly or indirectly controlled by the Company or any entity in which the
Company has a significant equity interest, as determined by the Option
Committee.

     5.   SHARES OF COMMON  STOCK SUBJECT TO THE PLAN.  Subject to the
provisions of Section 6 of the Plan, the aggregate number of shares of Common
Stock, $.01 par value, of the Company ("Stock") which may be transferred to
participants under the Plan shall be 500,000, and the aggregate number of shares
of Stock that may be covered by awards granted to any single individual under
the Plan shall not exceed 50,000 shares per fiscal year of the Company.  Any or
all of such shares may be granted in the form of incentive stock options
("ISOs") intended to comply with Section 422 of the Code.

     Shares subject to awards under the Plan which expire, terminate, or are
canceled prior to exercise or, in the case of awards granted under Section 8.3,
do not vest, shall thereafter be available for the granting of other awards.
Shares which have been exchanged by a participant as full or partial payment to
the  Company in connection with any award under the Plan also shall thereafter
be available for the granting of other awards.  In instances where a stock
appreciation right ("SAR") or other award is settled in cash, the shares covered
by such award shall remain available for issuance under the Plan.  Likewise, the
payment of cash dividends and dividend equivalents paid in cash in conjunction
with outstanding awards shall not be counted against the shares available for
issuance.  Any shares that are issued by the


                                        1
<PAGE>


Company, and any awards that are granted through the assumption of, or in
substitution for, outstanding awards previously granted by an acquired entity
shall not be counted against the shares available for issuance under the Plan.

     Any shares of Stock issued under the Plan may consist in whole or in part
of authorized and unissued shares or of treasury shares, and no fractional
shares shall be issued under the Plan.  Cash may be paid in lieu of any
fractional shares in settlements of awards under the Plan.

     6.   ADJUSTMENTS.  In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-off,
recapitalization or other distribution (other than normal cash dividends) of
Company assets to stockholders, or any other change affecting shares of Stock or
share price, such proportionate adjustments, if any, as the Option Committee in
its discretion may deem appropriate to reflect such change shall be made with
respect to (1) the aggregate number of shares of Stock that may be issued under
the Plan; (2) each outstanding award made under the Plan; and (3) the exercise
price per share for any outstanding stock options, SARs or similar awards under
the Plan.

     7.   FAIR MARKET VALUE.  "Fair Market Value," for all purposes of the Plan,
shall mean the closing price of a share of Stock on the NASDAQ National Market
System for the date in question.  If no sales of shares were made on such date,
the closing price of a share as reported for the preceding day on which a sale
of shares occurred shall be used.

     8.   AWARDS.  The Option Committee shall determine the type or types of
award(s) to be made to each participant and the number of shares of Stock
subject to each such award, and any other terms, conditions and limitations
applicable to such award.  Awards may be granted singly, in combination or in
tandem.  Awards also may be made in combination or in tandem with, in
replacement of, as alternatives to or as the payment form for grants or rights
under any other compensation plan or individual contract or agreement of the
Company including those of any acquired entity.  The types of awards that may be
granted under the Plan are:

          (a)  STOCK OPTIONS.  A stock option is a right to purchase a specified
     number of shares of Stock during a specified period.  The purchase price
     per share for each stock option shall be not less than 100% of Fair Market
     Value on the date of grant, except if a stock option is granted
     retroactively in tandem with or as a substitution for a SAR, the exercise
     price may be no lower than the Fair Market Value of a share as set forth in
     award agreements for such tandem or replaced SAR.  A stock option may be in
     the form of an ISO which complies with Section 422 of the Code.  The price
     at which shares may be purchased under a stock option shall be paid in full
     by the optionee at the time of the exercise in cash or such other method
     permitted by the Option  Committee, including (1) tendering shares; (2)
     authorizing a third party to sell the shares (or a sufficient portion
     thereof) acquired upon exercise of a stock option and assigning the
     delivery to the Company of a sufficient amount of the sale proceeds to pay
     for all the shares acquired through such exercise; or (3) any combination
     of the above.

          (b)  SARS.  A SAR is a right to receive a payment, in cash and/or
     shares, equal to the excess of the Fair Market Value of a specified number
     of shares of Stock on the date the SAR is exercised over the Fair Market
     Value on the date the SAR was granted as set forth in the applicable award
     agreement; except that if a SAR is granted retroactively in tandem with or
     in substitution for a stock option, the designated Fair Market Value set
     forth in the award agreement shall be no lower than the Fair Market Value
     of a share for such tandem or replaced stock option.

          (c)  STOCK AWARDS.  A stock award is a grant made or denominated in
     shares or units equivalent in value to shares.  All or part of any stock
     award may be subject to conditions and restrictions as set forth in the
     applicable award agreement, which may be based on continuous service with
     the Company or the achievement of performance goals related to profits,
     profit growth, profit-related return ratios, cash flow or total stockholder
     return, where such goals may be stated in absolute terms or relative to
     comparable companies.  Grants of shares of restricted stock shall be made
     at such cost as the Option Committee shall determine, and may be issued for
     no monetary consideration.


                                        2
<PAGE>


     9.   DIVIDENDS AND DIVIDEND EQUIVALENTS.  Any awards under the Plan may
earn dividends or dividend equivalents as set forth in the applicable award
agreement.  Such dividends or dividend equivalents may be paid currently or may
be credited to a participant's account.  Any crediting of dividends or dividend
equivalents may be subject to such restrictions and conditions may be
established in the applicable award agreement, including reinvestment in
additional shares or share equivalents.

     10.  DEFERRALS AND SETTLEMENTS.  Payment of awards may be in the form of
cash, stock, other awards or combinations thereof as shall be determined at the
time of grant, and with such restrictions as may be imposed in the award
agreement.  The Option Committee also may require or permit participants to
elect to defer the issuance of shares or the settlement of awards in cash under
such rules and procedures as it may establish under the Plan.  It also may
provide that deferred settlements include the payment or crediting of interest
on the deferral amounts, or the payment or crediting of dividend equivalents
where the deferral amounts are denominated in shares.

     11.  TRANSFERABILITY AND EXERCISABILITY.  Awards granted under the Plan
shall not be transferable or assignable other than (1) by will or the laws of
descent and distribution; (2) by gift or other transfer of an award to any trust
or estate in which the original award recipient or such recipient's spouse or
other immediate relative has a substantial beneficial interest, or to a spouse
or other immediate relative, provided that any such transfer is permitted by
Rule 16b-3 under the Exchange Act as in effect when such transfer occurs and the
Board does not rescind this provision prior to such transfer; or (3) pursuant to
a domestic relations order (as defined by the Code).  However, any award so
transferred shall continue to be subject to all the terms and conditions
contained in the instrument evidencing such award.

     12.  AWARD AGREEMENTS.  Awards under the Plan shall be evidenced by
agreements as approved by the Option Committee that set forth the terms,
conditions and limitations for each award, which may include the term of an
award (except that in no event shall the term of any ISO exceed a period of ten
years from the date of its grant), the provisions applicable in the event the
participant's employment terminates, and the Option Committee's authority to
unilaterally or bilaterally amend, modify, suspend, cancel or rescind any award.
The Option Committee need not require the execution of any such agreement, in
which case acceptance of the award by the participant shall constitute agreement
to the terms of the award.

     13.  ACCELERATION AND SETTLEMENT OF AWARDS.  The Option Committee shall
have the discretion, exercisable at any time before a sale, merger,
consolidation, reorganization, liquidation or change of control of the Company,
as defined by the Option Committee, to provide for the acceleration of vesting
and for settlement, including cash payment of an award granted under the Plan,
upon or immediately before the effectiveness of such event.  However, the
granting of awards under the Plan shall in no way affect the right of the
Company to adjust, reclassify, reorganize or otherwise change its capital or
business structure, or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any portion of its businesses or assets.

     14.  PLAN AMENDMENT.  The Plan may be amended by the Board as it deems
necessary or appropriate to better achieve the purposes of the Plan, except that
no such amendment shall be made without the approval of the Company's
stockholders which would increase the number of shares available for issuance in
accordance with Sections 5 and 6 of the Plan, or cause the Plan not to comply
with Section 162(m) of the Code.  The Board may suspend the Plan or terminate
the Plan at any time; provided, that no such action shall adversely affect any
outstanding benefit.  Any shares authorized under Section 5 (or any amendment
thereof) with respect to which no Award is granted prior to termination of the
Plan, or with respect to which an Award is terminated, forfeited or canceled
after termination of the Plan, shall automatically be transferred to any
subsequent stock incentive plan for employees of the Company.

     15.  TAX WITHHOLDING.  The Company shall have the right to deduct from any
settlement of an award made under the Plan, including the delivery or vesting of
shares, a sufficient amount to cover withholding of any federal, state or local
taxes required by law, or to take such other action as may be necessary to
satisfy any such withholding obligations.  The Option Committee may, in its
discretion and subject to such rules as it may adopt, permit participants to use
shares to satisfy required tax withholding and such shares shall be valued at
the Fair Market Value as of the settlement date of the applicable award.


                                        3
<PAGE>


     16.  REGISTRATION OF SHARES.  Notwithstanding any other provision of the
Plan, the Company shall not be obligated to offer or sell any shares unless such
shares are at that time effectively registered or exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act") and the offer and
sale of such shares are otherwise in compliance with all applicable federal and
state securities laws and the requirements of any stock exchange or similar
agency on which the Company's securities may then be listed or quoted.  The
Company shall have no obligation to register the shares under the federal
securities laws or take any other steps as may be necessary to enable the shares
to be offered and sold under federal or other securities laws.  Prior to
receiving shares a Plan participant may be required to furnish representations
or undertakings deemed appropriate by the Company to enable the offer and sale
of the shares or subsequent transfers of any interest in such shares to comply
with the Securities Act and other applicable securities laws.  Certificates
evidencing shares shall bear any legend required by, or useful for the purposes
of compliance with, applicable securities laws, this Plan or award agreements.

     17.  OTHER BENEFIT AND COMPENSATION PROGRAMS.  Unless otherwise
specifically determined by the Option Committee, settlements of awards received
by participants under the Plan shall not be deemed a part of a participant's
regular, recurring compensation for purposes of calculating payments or benefits
from any Company benefit plan or severance program.  Further, the Company may
adopt other compensation programs, plans or arrangements as it deems appropriate
or necessary.

     18.  UNFUNDED PLAN.  Unless otherwise determined by the Option Committee,
the Plan shall be unfunded and shall not create (or be construed to create) a
trust or a separate fund or funds.  The Plan shall not establish any fiduciary
relationship between the Company and any participant or other person.  To the
extent any person holds any rights by virtue of an award granted under the Plan,
such rights shall be no greater than the rights of an unsecured general creditor
of the Company.

     19.  USE OF PROCEEDS.  The cash proceeds received by the Company from the
issuance of shares pursuant to awards under the Plan shall constitute general
funds of the Company.

     20.  REGULATORY APPROVALS.  The implementation of the Plan, the granting of
any award under the Plan, and the issuance of shares upon the exercise or
settlement of any award shall be subject to the Company's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the awards granted under it or the shares issued pursuant to it.

     21.  EMPLOYMENT RIGHTS.  The Plan does not constitute a contract of
employment and participation in the Plan will not give a participant the right
to continue in the employ of the Company on a full-time, part-time or any other
basis.  Participation in the Plan will not give any participant any right or
claim to any benefit under the Plan, unless such right or claim has specifically
accrued under the terms of the Plan.

     22.  GOVERNING LAW.  The validity, construction and effect of the Plan and
any actions taken or relating to the Plan shall be determined in accordance with
the laws of the State of Illinois and applicable federal law.

     23.  SUCCESSORS AND ASSIGNS.  The Plan shall be binding on all successors
and assigns of a participant, including, without limitation, the estate of such
participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the participant's
creditors.


                                        4

<PAGE>

                                                                    Exhibit 5.01

Universal Outdoor Holdings, Inc.
321 North Clark Street
Suite 1010
Chicago, Illinois  60607


          Re:  500,000 Shares of Common Stock, $0.01 par value, of Universal
               Outdoor Holdings, Inc.
               ---------------------------------------------------------------

Ladies or Gentlemen:

          We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed by Universal Outdoor Holdings, Inc. (the "Company") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of 500,000 shares
of Common Stock, $0.01 par value (the "Shares"), of the Company which may be
issued from time to time upon exercise of stock options granted to employees of
the Company pursuant to the 1997 Equity Incentive Plan (the "Plan").

          We are familiar with the proceedings to date with respect to the Plan
and the proposed issuance and sale of the Shares and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis for this opinion.

          Based on the foregoing, we are of the opinion that:

          1.   The Company is duly incorporated and validly existing under the
laws of the State of Delaware.

          2.   The Shares will be, as and when acquired in accordance with the
terms and conditions of the Plan, legally issued, fully paid and non-assessable
under the Delaware General Corporation Law.

          We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares.

          We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.


                                   Very truly yours,


                                   Winston & Strawn


 


<PAGE>

                                                                   Exhibit 23.02

                         CONSENT OF PRICE WATERHOUSE LLP

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 28, 1997 appearing on page 22
of Universal Outdoor Holdings, Inc. Annual Report on Form 10-K for the year
ended December 31, 1996.




Price Waterhouse L.L.P.
Chicago, Illinois
June 30, 1997





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